UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549

                            FORM 10-K

(Mark One)
[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
[Fee Required]
                    For the fiscal year ended
                        December 31, 1997

                               or

[ ] Transition Report to Section 13 or 15(d) of the Securities
Exchange Act of 1934
[Fee Required]
For the transition period from _______to_______

                     Commission File Number
                             0-19233

                       COOL SPRINGS, L.P.
     (Exact name of Registrant as specified in its charter)

           Tennessee                         62-1424812
(State or other Jurisdiction of           (I.R.S. Employer
incorporation or organization)             Identification
                                              Number.)

One Belle Meade Place, 4400 Harding Road, Suite 500, Nashville,
Tennessee                                       37205
(Address of principal executive office)      (Zip Code)

Registrant's telephone number, including area code: (615) 292-1040
Securities registered pursuant to Section 12(b) of the Act:

      Title of each class               Name of each exchange
                                         on which registered
             None                               None

Securities registered pursuant to Section 12(g) of the Act:
              UNITS OF LIMITED PARTNERSHIP INTEREST
                        (Title of Class)

     Indicate by check mark whether the Registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the Registrant was required to file
such reports), and (2) has been subject to such filing requirements
for at least the past 90 days.
                                        YES X NO

     Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K (229.405 of this chapter) is
not contained herein, and will not be contained, to the best of the
registrant's knowledge, in definitive proxy of information
statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K.
                                        [X]

     The aggregate sales price of the Units of Limited Partnership
Interest to non-affiliates was $6,349,000 as of February 28, 1998.
This does not reflect market value, but is the price at which these
Units of Limited Partnership Interest were sold to the public.
There is no current market for these Units.

               DOCUMENTS INCORPORATED BY REFERENCE

Documents Incorporated by Reference in Part IV:

Prospectus of Registrant, dated May 21, 1990, as filed pursuant to
Rule 424(b) of the Securities and Exchange Commission.

<PAGE>
                             PART 1

Item 1. Business

     Cool Springs, L.P. ("Registrant"), is a Tennessee limited
partnership organized on September 20, 1989, pursuant to the
provisions of the Tennessee Uniform Limited Partnership Act,
Chapter 2, Title 61, Tennessee Code Annotated, as amended.  The
general partner of the Registrant is 222 C.S., L.P., a Tennessee
limited partnership.  Steven D. Ezell, Michael A. Hartley, and 222
Partners, Inc. are the general partners of 222 C.S., L.P.

     Registrant's primary business is to acquire, develop, and
dispose of certain undeveloped real properties located in Franklin,
Williamson County, Tennessee; (the "Property").  Registrant's
investment objectives are preservation of capital, appreciation
through the passage of time, growth in the surrounding areas, and
the development of the property prior to resale.

Financial Information About Industry Segments

     The Registrant's activity, investment in land, is within one
industry segment and geographical area.  Therefore, financial data
relating to the geographical area and the industry segment is
included in Item 6 -  Selected Financial Data.

Narrative Description of Business

     The Registrant purchased for investment approximately 71
acres of land in the Cool Springs Development, a 1,150 acre mixed-
use project in Williamson County, Tennessee.  The Property
consisted of two parcels of land situated along I-65 near the
Galleria Mall ("the Mall").  The larger parcel of 56 acres is
situated at the southwest corner of the intersection of Interstate
65 and Cool Springs Boulevard, bordered by Mallory Lane on the west
and Jordan Road to the south.  The smaller parcel, consisting of 15
acres, borders Mallory Lane between the Mall and Cool Springs
Boulevard.  Both parcels were zoned for interchange commercial
allowing for a wide variety of commercial uses.  As of December 31,
1997, the Registrant held one acre.

          The general area surrounding the Registrant's property is in
various stages of development and is being developed for retail,
office, and mixed commercial uses similar to those considered
suitable for the Property.  CSREA, the special limited partner of
the Registrant, owns much of the undeveloped land in the immediate
vicinity of the Property and therefore may have objectives similar
to those of the Registrant.  As a result, the Registrant is likely
to be in competition for potential buyers of the Property with this
affiliate.  The general partner believes that potential purchasers
will survey all available property in making their decision, and
their choice of location is generally made without regard to the
ownership of the land.

     There are several unaffiliated competitive retail sites at the
I-65 and Moore's Lane intersection, one mile north of the Cool
Springs Boulevard intersection.  However, the general partner feels
that the market can ultimately absorb all of these sites at
reasonable prices.

     The Registrant has no employees.  Property management services
are being provided under a contractual agreement with Landmark
Realty Services Corporation, an affiliate of the general partner.

Item 2.  Properties

     As of December 31, 1997, Registrant owned approximately 1
acre of undeveloped land in Franklin, Tennessee.  See Item 1 for
a more detailed description.

Item 3.  Legal Proceedings

          In February 1997, a suit was filed against the Partnership in
the Chancery Court for Williamson County Tennessee, Case No. 24528,
C.M. Patel v. Cool Springs, L.P.  The plaintiff alleges that the
Partnership breached a contract to sell a parcel of land to the
plaintiff.  The Partnership has denied that it was obligated to
sell the parcel to the plaintiff and will vigorously defend the
lawsuit.  The plaintiff amended the Complaint in February 1998 to
add JDN Development Company, Inc.("JDN") as a defendant.  The
plaintiff has requested specific performance, to set aside the
conveyance of certain real property, including the parcel at issue,
from the Partnership to JDN and, in the alternative, monetary
damages.

Item 4.  Submission of Matters to a Vote of Security Holders

     The security holders of Registrant did not vote on any matter
during the fiscal year covered by this report.

                             PART II

Item 5.  Market for Registrant's Units of Limited Partnership
Interest and Related Security Holder Matters

     There is no established market for the Units, and it is not
anticipated that any will exist in the future.  The Registrant
commenced an offering to the public on May 21, 1990 of 7,500 Units
of Limited Partnership Interest.  Due to uncertainties regarding
Cool Springs Venture, the former owner and developer of the Cool
Springs project, the general partner terminated the offering in
September 1990.  As February 28, 1997, there were 536 holders of
record of the 6,349 Units of Limited Partnership Interests.

     The Registrant distributed $6,729,940 and $476,175, or $1,060
and $75 per unit, to the partners during 1997 and 1996.  There were
no distributions made to Unit Holders during 1995.  There are no
material restrictions upon Registrant's present or future ability
to make distributions in accordance with the provisions of
Registrant's Limited Partnership Agreement.

Item 6.  Selected Financial Data

                       For the Year Ended
                          December 31,

                        1997        1996      1995        1994      1993

Total Revenues     $1,951,452      238,381    3,185        880       383
Net earnings (loss)$1,639,779      197,630  (90,351)   (69,044)  (55,704)
Net earnings (loss)
  per limited
  partner unit        $220.45        27.12   (10.74)     (8.21)    (6.62)
Distributions per
  limited partner
  unit                 $1,060           75      -          -          -
Total Assets       $1,034,394    7,440,602 7,311,981 7,246,913   7,230,373
Note Payable           -              -      250,000   100,000        -



Item 7.  Management's Discussion and Analysis of Financial Condition and
Results of Operations

Results of Operations

     During 1997, the Registrant sold 57 acres for $10.8 million.  From these
proceeds, $7.6 million was distributed to the partners, $1.7 million was
spent on development related to the sales, and a $500,000 payment was made on
the development payable.

During 1996, the Registrant sold 6.1 acres for $1.8 million. From
these proceeds, $537,413 was distributed to the partners, $617,637 was
escrowed for development related to the sales, the $250,000 note payable was
retired in full and the remainder was retained to meet operating expenses.
There were no sales of property in 1995.  The escrowed sales proceeds are
included in restricted cash on the balance sheet.  See Note(2) in Notes to
the Financial Statements for more information.

     Overall operations of the Registrant have not changed
significantly.  The increase in property taxes is due to rollback taxes paid
on the property sold.  Most of the land sold in 1997 had been taxed at a
lower agricultural rate while the Registrant held the land undeveloped.  The
Registrant was allowed to keep this agricultural tax rate, even though, the
land was included in the Cool Springs Corporate and Retail Center in return
for paying rollback taxes upon the sale and development of the property.  The
city and county assess rollback taxes on the date of sale and the tax is
equal to approximately three years taxes at a commercial rate.

     The 1997 increase in legal and accounting expense is due to the increase
sales activity in 1997.  The decline in interest is due to the retirement of
the Note Payable in the first quarter of 1996.  The 1995 property maintenance
costs are higher because the Registrant incurred additional costs preparing
for the sale in March of 1996.

Financial Condition and Liquidity

     As of February 28, 1998, the Registrant had cash balances of
$111,057.  The Registrant also holds only one acre of land which it expects
to sell in 1998.  Upon the sale of the remaining acre, the Registrant will
satisfy all payables, distribute the remaining cash, and dissolve the
partnership.  The current cash balance is sufficient to maintain the
partnership until the partnership can be dissolved.

     We have considered the impact of Year 2000 issues on our computer
systems and applications and developed a remediation plan.  We expect the
cost of upgrading computers and software to be immaterial to the Partnership.
Item 8.  Financial Statements and Supplementary Data

                          COOL SPRINGS, L.P.
                        (A Limited Partnership)

                         FINANCIAL STATEMENTS
                          FOR THE YEARS ENDED
                   DECEMBER 31, 1997, 1996, AND 1995

                                 INDEX

                                                       Page
                                                       Number

Independent Auditors' Report                           F-1

Financial Statements
     Balance Sheets                                    F-2
     Statements of Operations                          F-3
     Statements of Partners' Equity                    F-4
     Statements of Cash Flows                          F-5
     Notes of Financial Statements                     F-7

<PAGE>
                     Independent Auditors' Report

The Partners
Cool Springs, L.P.:

We have audited the accompanying balance sheets of Cool Springs, L.P. (a
limited partnership) as of December 31, 1997 and 1996, and the related
statements of operations, partners' equity, and cash flows for each of the
years in the three-year period ended December 31, 1997.  These financial
statements are the responsibility of the Partnership's management.  Our
responsibility is to express an opinion on these financial statements based
on our audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation.  We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Cool
Springs, L.P. at December 31, 1997 and 1996, and the results of its
operations and its cash flows for each of the years in the three-year period
ended December 31, 1997, in conformity with generally accepted accounting
principles.

As discussed in Note 1, the Partnership adopted the provisions of
Statement of Financial Accounting Standards (SFAS) No. 121, "Accounting for
the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed
Of" on January 1, 1996.

                                   KPMG Peat Marwick LLP

Nashville, Tennessee
January 30, 1998
                                    F-1

                          COOL SPRINGS, L.P.
                        (A Limited Partnership)

                            Balance Sheets

                      December 31, 1997 and 1996


          Assets                                1997        1996

Cash and cash equivalents                  $ 208,395      57,166
Restricted cash (note 2)                     425,999     633,192
Land and improvements
  held for investment (note 3)               400,000   6,750,244


          Total assets                  $  1,034,394   7,440,602


          Liabilities and Partners' Equity

Liabilities:
  Accounts payable                       $    5,634            -
  Accrued property taxes                     92,000            -
  Payable to related party (note 4)               -        9,141
  Development payable                       200,000      739,041

          Total liabilities                 297,634      748,182


Partners' equity:
  Limited partners (6,349 units
   outstanding)                              700,468   6,030,784
  Special limited partners                    36,292     661,636
  General partner                                  -           -

          Total partners' equity             736,760   6,692,420

Commitments and contingencies (notes 2 and 4)

          Total liabilities and
            partners' equity             $  1,034,394  7,440,602




See accompanying notes to financial statements.
                               F-2

                          COOL SPRINGS, L.P.
                        (A Limited Partnership)

                       Statements of Operations

             Years ended December 31, 1997, 1996 and 1995

                                  1997        1996        1995

Revenue:
   Sales of land and
     improvements          $  10,883,493  1,805,000          -
   Cost of land and
   improvements sold          (8,085,428)(1,407,343)         -
   Selling expenses (note 4)    (849,975)  (163,548)         -

   Gain on sale of land
     and improvements           1,948,090   234,109          -

   Interest revenue                 3,362     4,272        3,185
                                 -------     -------     -------
          Total revenue         1,951,452   238,381        3,185


Expenses:
  Property maintenance costs       4,180      2,393       16,060
  Property taxes                271,004        746       12,200
  Legal and accounting
      fees (note 4)               22,253     16,647       14,323
  General and administrative
     (note 4)                     14,236     14,973       15,746
  Amortization                         -      1,007        9,169
  Interest                             -      4,985       26,038

          Total expenses         311,673     40,751       93,536

          Net earnings (loss) $1,639,779    197,630      (90,351)

Net earnings (loss) allocated to:

   General partner            $   67,978      4,710            -

   Special limited partner    $  172,177     20,751      (22,136)

   Limited partners           $1,399,624    172,169      (68,215)

   Net earnings (loss)
    per limited partner unit  $   220.45      27.12       (10.74)

   Weighted average units
    outstanding                    6,349      6,349        6,349

See accompanying notes to financial statements.
                               F-3
                            COOL SPRINGS, L.P.
                          (A Limited Partnership)

                      Statements of Partners' Equity

               Years ended December 31, 1997, 1996 and 1995


                           Limited        Special
                          partners        limited    General      Total
                     units     amounts   partners    partner
Balance at
  December 31, 1994  6,349 $ 5,473,254  1,649,200        100    7,122,554

     Net loss          -       (68,215)   (22,136)       -        (90,351)
                   _______      _______    _______   _______      _______
Balance at
  December 31, 1995  6,349   5,405,039  1,627,064       100     7,032,203

     Net earnings      -       172,169     20,751     4,710       197,630

     Transfer of partnership
      interest (note 3) -      929,751   (929,751)       -          -
     Distributions
       to partners
       (note 6)        -      (476,175)   (56,428)    (4,810)    (537,413)
                   _______      _______    _______    _______     _______
Balance at
  December 31, 1996  6,349   6,030,784    661,636         -     6,692,420

Net earnings          -       1,399,624   172,177      67,978   1,639,779

Distributions
to partners(note 6)   -      (6,729,940) (797,521)    (67,978) (7,595,439)
                  --------      -------    -------    --------  ---------
Balance at
  December 31, 1997  6,349 $    700,468    36,292          -      736,760





See accompanying notes to financial statements.
                                    F-4

                          COOL SPRINGS, L.P.
                        (A Limited Partnership)

                       Statements of Cash Flows

             Years ended December 31, 1997, 1996 and 1995
<TABLE>
                                                     1997           1996           1995
<S>                                                <C>            <C>            <C>
Cash flows from operating activities:
Net earnings (loss)                              $ 1,639,779       197,630        (90,351)
Adjustments to reconcile net earnings(loss)
     to net cash provided by (used in) operating activities:
     Amortization                                       -            1,007          9,169
     Cost of land and improvements sold           8,085,428      1,407,343           -
     Decrease (increase) in restricted cash         207,193       (633,192)          -
     Cost of land improvements                   (1,735,184)      (941,248)        (2,289)
     Decrease in prepaid interest                      -              -               551
     Increase (decrease) in accounts payable          5,634           (221)        (2,149)
     (Decrease) increase in accrued interest payable   -            (8,034)         8,034
     Increase (decrease) in accrued property taxes   92,000        (12,382)          (466)
     (Decrease) increase in development payable    (539,041)       739,041           -
     Decrease in payable to related party            (9,141)          -              -

Net cash provided by(used in) operating activities7,746,668        749,944        (77,501)

Cash flows from financing activities

     Note payable proceeds                             -              -            150,000
     Principal payments on Note payable                -          (250,000)          -
     Distributions to partners                   (7,595,439)      (537,413)          -

Net cash (used) provided by financing activities (7,595,439)      (787,413)       150,000

Net increase (decrease) in cash
     and cash equivalents                           151,229        (37,469)        72,499
                                                                F-5

                          COOL SPRINGS, L.P.
                        (A Limited Partnership)

                       Statements of Cash Flows

             Years ended December 31, 1997, 1996 and 1995

                                    1997      1996        1995

Cash and cash equivalents at
     beginning of year            57,166     94,635     22,136
Cash and cash equivalents at
     end of year               $ 208,395     57,166     94,635


Supplemental Disclosures of Cash Flow Information:

     Cash paid for interest    $       -     13,019     17,453


See accompanying notes to financial statements.
                                    F-6

                          COOL SPRINGS, L.P.
                        (A Limited Partnership)

                     Notes to Financial Statements

                      December 31, 1997 and 1996

(1)  Summary of Significant Accounting Policies

     (a)  Organization

     Cool Springs, L.P. (the Partnership), a Tennessee Limited
     Partnership, was organized on September 20, 1989, to
     acquire undeveloped land located in Franklin, Tennessee.
     The general partner is 222 C.S., L.P.  The general
     partners of 222 C.S., L.P.are 222 Partners, Inc., Steven
     D. Ezell and Michael A. Hartley.  The Partnership
     prepares financial statements and income tax returns on
     the accrual method of accounting.  The financial
     statements include only those assets, liabilities and
     results of operations which relate to the Partnership.

     (b)  Estimates

     Management of the Partnership has made estimates and
     assumptions to prepare these financial statements in
     accordance with generally accepted accounting principles.
     These estimates include the determination of the
     estimated fair value of the Partnership's land and
     improvements held for investment in accordance with the
     provisions of Statement of Financial Accounting Standards
     No. 121. Actual results could differ from those
     estimates.

     (c)  Cash and Cash Equivalents

     The Partnership considers all short term investments with
     original maturities of three months or less at the date
     of purchase to be cash equivalents.

     Cash belonging to the Partnership is combined in an
     account with funds from other partnerships related to the
     general partner.

     (d)  Land and Improvements Held for Investment

     Land and improvements held for investment is recorded at
     cost and includes two tracts of undeveloped land
     representing approximately 1 and 58 acres at December 31,
     1997 and 1996, respectively. Land costs include amounts
     to acquire and hold land, including interest and property
     taxes during the development period.  The tax basis of
     the land and improvements held for
                               F-7
                          COOL SPRINGS, L.P.
                        (A Limited Partnership)

                     Notes to Financial Statements


(1)  Summary of Significant Accounting Policies (continued)

     investment is $402,283 and $6,562,566 at December 31, 1997 and
     1996, respectively.

     The Partnership adopted the provisions of Statement of
     Financial Accounting Standards (SFAS) No. 121,
     "Accounting for the Impairment of Long-Lived Assets and
     for Long-Lived Assets to be Disposed Of" on January 1,
     1996.  SFAS No. 121 requires that long-lived assets to be
     disposed of be reported at the lower of the carrying
     amount or fair value less estimated costs to sell.  The
     fair value of the assets can be determined externally,
     using appraisals, or internally using discounted future
     net cash flows.  If such assets are considered impaired,
     the impairment to be recognized is measured by the amount
     by which the carrying amount of the assets exceeds the
     fair value of the assets less estimated costs to sell.
     Impairment is recognized through the establishment of an
     allowance for impairment with a corresponding charge to
     operations.  Losses upon the sale of the assets are
     charged to the allowance.  Based upon management's
     analysis of discounted future net cash flows, the
     Partnership's land and improvements held for investment
     does not meet the definitions of impairment under SFAS
     No. 121.  Accordingly, land held for investment is
     recorded at cost with no allowance for impairment
     necessary.  The adoption of SFAS No. 121 did not have an
     impact on the Partnership's financial position, results
     of operations, or liquidity.

     (e)  Loan Costs

     Loan costs were amortized by the straight-line method over the
     two year term of the note payable.

     (f)  Income Recognition

     Income from sales of land and improvements held for
     investment is  generally recorded on the accrual basis
     when the buyer's financial commitment is sufficient to
     provide economic substance to the transaction, and when
     other criteria of SFAS No. 66 "Accounting for Sales of
     Real Estate" are satisfied.  For sales of real estate
     where both cost recovery is reasonably certain and the
     collectibility of the contract price is reasonably
     assured, but the  transaction does not meet the remaining
     requirements to be recorded on the accrual basis, profit
     is deferred and recognized under the
                          COOL SPRINGS, L.P.
                        (A Limited Partnership)

                     Notes to Financial Statements


(1)  Summary of Significant Accounting Policies (continued)

     installment method, which recognizes profit as
     collections of principal are received.  If developments
     subsequent to the adoption of the installment method
     occur, which cause the transaction to meet the
     requirements of the full accrual method, the remaining
     deferred profit is recognized at that time.  Any losses
     on sales of real estate are recognized at the time of the
     sale.

     (g)  Income Taxes

     No provision has or will be made for Federal or state
     income taxes since such taxes are the responsibility of
     the partners.

     Annually, the partners receive, from the Partnership, IRS
     Form K-1's which provide them with their share of taxable
     income or losses, deductions, and other tax information.
     The only difference between the tax basis and reported
     amounts of the Partnership's assets and liabilities
     relates to the valuation of land and improvements held
     for investment.  For income tax purposes certain costs
     were capitalized as additional land improvement costs.

     (h)  Partnership Allocations

     Net profits, losses, and distributions of cash flow of
     the Partnership are allocated to the partners in
     accordance with the Partnership agreement as follows:

     Partnership profits are allocated first to the special
     limited partner in proportion to the special limited
     partner interest.  Any profits not allocated to the
     special limited partner are allocated to any partner with
     a negative balance in their capital account, determined
     at the end of the taxable year as if the Partnership had
     distributed cash flow, in proportion to the negative
     capital balance account of all partners until no
     partner's capital account is negative.  Net profit
     allocations are then made to the limited partners up to
     the difference between their capital account balances and
     the sum of their adjusted capital contributions (capital
     balance, net of cumulative cash distributions in excess
     of preferred returns - 12% annual cumulative return on
     capital contributed) and unpaid preferred returns.  Any
     remaining net profit allocations are then made to the
     limited partners until the taxable year in which
     cumulative profits to the limited partners equal their
     adjusted capital contribution plus an unpaid preferred

                          COOL SPRINGS, L.P.
                        (A Limited Partnership)

                     Notes to Financial Statements

(1)  Summary of Significant Accounting Policies (continued)

     return (12% annual cumulative return on capital
     contributed).  Net profits are then allocated to the
     general partner until the ratio of the general partner's
     capital account balance to the capital account balances
     in excess of adjusted capital contributions and unpaid
     preferred return, of all limited partners is 25% to 75%.
     Thereafter, profits are generally allocated 25% to the
     general partner and 75% to the limited partners.  Net
     losses not allocated to the special limited partner are
     allocated to the limited partners and general partners in
     proportion to their positive capital accounts.

     Partnership distributions are allocated to the special
     limited partner in proportion to the special limited
     partner interest, then 99% to the limited partners  and
     1% to the general partner in an amount equal to their
     preferred return (12% annual cumulative return on capital
     contributed), 99% to the limited partners and 1% to the
     general partner until the limited partners have received
     an amount equal to their adjusted capital contributions,
     and then 75% to the limited partners and 25% to the
     general partner.

     Cumulative unpaid preferred returns are $36,274 and
     $4,464,468 at December 31, 1997 and 1996, respectively.

     (i)  Reclassifications

     Certain reclassifications have been made to conform to
     the current year presentation.

(2)  Restricted Cash

     At December 31, 1997 and 1996, the Partnership has
     restricted cash balances  of $425,999 and $633,192,
     respectively, to be used to fund property improvements,
     consisting of road and utility work.

(3)  Land and Improvements Held for Investment

     The components of land and improvements held for investment at
     December 31 are as follows:
                                    1997       1996
     Land and carrying costs  $   271,427   6,318,315
     Land improvements            128,573     431,929
                              $   400,000   6,750,244
                          COOL SPRINGS, L.P.
                        (A Limited Partnership)

                     Notes to Financial Statements


(3)  Land and Improvements Held for Investment

     During 1990 the Partnership acquired approximately 71
     acres of land from Cool Springs Venture (CSV), an
     affiliate of the general partner. The purchase price was
     $6,873,000, which was the Seller's allocated cost of the
     land and related improvements.  If the Partnership were
     successful in selling 7,500 limited partnership units,
     $6,185,700 of the purchase price was to be paid in cash
     and the remaining $687,300 was to be paid by allocating
     CSV a 10% special limited partnership interest in the
     Partnership.  If the Partnership sold less than 7,500
     limited partnership units, the cash portion of the
     purchase price was to be reduced, and the special limited
     partnership interest increased.

     The Partnership sold a total of 6,349 limited partnership
     units. The offering was suspended on September 28, 1990,
     and there is no intention of reopening the offering at
     this time.  In accordance with the land purchase
     agreement, the Partnership bid $5,120,385 in cash and
     granted CSV a 25.5% special limited partnership interest.

     During 1991, CSV was unable to fund certain specified
     development activities.  The Partnership funded $40,719
     of these improvements which has been recorded as a
     redemption of a portion of CSV's special limited
     partnership interest.  In return for this funding, the
     Partnership was assigned an additional 1% interest from
     CSV, reducing CSV's special limited partnership interest
     from 25.5% to 24.5% at December 31, 1991.  CSV did not
     complete certain other specified development activities
     by December 31, 1992.

     During 1993, CSV was succeeded by Cool Springs Real
     Estate Associates (CSREA), which assumed all
     responsibilities of CSV relating to infrastructure
     development as well as the 24.5% special partnership
     interest in Cool Springs, L.P.  The Partnership extended
     the deadline for development responsibilities from
     December 31, 1992 to December 31, 1995.  CSREA did not
     complete the specified development activities by December
     31, 1995.  As a result, CSREA forfeited an additional 14%
     of its special limited partnership interest.

                          COOL SPRINGS, L.P.
                        (A Limited Partnership)

                     Notes to Financial Statements

(4)  Related Party Transactions

     Through December 31, 1997, the general partner and its
     affiliates have been actively involved in managing the
     Partnership. Affiliates of the general partner receive
     fees for performing certain services.  Expenses incurring
     for these services are as follows:

                                     1997        1996        1995

     Real Estate commissions     $443,315           -           -
     Accounting, tax and management
       consulting fees              2,600       2,800       2,000
     Partnership administration
       reimbursement               12,000      12,000      12,000
     Engineering fees               1,000           -           -

     The payable to a related party, totaling $9,141 at December
     31, 1996, represents amounts due to affiliates for partnership
     administration fees and property taxes paid on behalf of Cool
     Springs, L.P.  This amount was non interest-bearing and was
     repaid in 1997.

(5)  Fair Value of Financial Instruments

     At December 31, 1997 and 1996, the Partnership had financial
     instruments including cash and cash equivalents, restricted
     cash, accounts payable, accrued property taxes and other
     payables.  The carrying amounts of the financial instruments
     approximate their fair value because of the short maturity of
     those financial instruments.

(6)  Distributions

     For the years ended December 31, 1997 and 1996, the
     Partnership made distributions to the limited partners of
     $6,729,940 and $476,175 ($1,060 per unit and $75 per unit),
     respectively.  There were no distributions in 1995.

(7)  Contingency

     In February 1997, a suit was filed against the
     Partnership alleging that the Partnership breached a
     contract to sell a parcel of land to the plaintiff.  The
     suit requests specific performance, to set aside the
     conveyance of certain real property, including the parcel
     of land at issue, and in the alternative, monetary
     damages.  The Partnership believes the suit is without
     merit and intends to vigorously defend it.  The suit when
     finally concluded, in the opinion of management of the
     Partnership, based on information it presently possesses,
     will not have a material adverse effect on the
     Partnership's financial position.

Item 9.  Changes in and Disagreements with Accountants on
         Accounting and Financial Disclosures.

         None.

                               PART III

Item 10.  Directors and Executive Officers of the Registrant

Registrant does not have any directors or officers.  222 C.S.,L.P.
is the general partner.  Steven D. Ezell, Michael A. Hartley and
222 Partners, Inc. are the general partners of the general partner
and as such have general responsibility and ultimate authority in
matters affecting Registrant's business.

The general partners of 222 C.S., L.P. are as follows:

Steven D. Ezell

Steven D. Ezell, age 45, is a general partner of 222 C.S., L.P. He
is the President and sole shareholder of 222 Partners, Inc.  He has
been an officer of 222 Partners, Inc. from September 17, 1986
through the current period.  Mr. Ezell is President and 50% owner
of Landmark Realty Services Corporation.  For the prior four years,
Mr. Ezell was involved in property acquisitions for Dean Witter
Realty Inc. in New York City, most recently as Senior Vice
President.  Steven D. Ezell is the son of W. Gerald Ezell.

Michael A. Hartley

Michael A. Hartley, age 38, is a general partner of 222 C.S., L.P.
He is Secretary/Treasurer and a Vice President of 222 Partners,
Inc.  He has been an officer of 222 Partners, Inc. from September
17, 1986 through the current period.  Mr. Hartley is Vice President
and 50% owner of Landmark Realty Services Corporation.  Prior to
joining Landmark in 1986, Mr. Hartley was Vice President of Dean
Witter Realty Inc., a New York-based real estate investment firm.

222 Partners Inc.

222 Partners, Inc. was formed in September, 1986 and serves as
general partner for several other real estate investment limited
partnerships.  The directors of 222 Partners, Inc. are W. Gerald
Ezell, Steven D. Ezell, and Michael A. Hartley.

Other directors of 222 Partners, Inc. are as follows:

W. Gerald Ezell

W. Gerald Ezell, age 67, serves on the Board of Directors of 222
Partners, Inc.  Until November, 1985, Mr. Ezell had been for over
20 years an agency manager for Fidelity Mutual Life Insurance
Company and a registered securities principal of Capital Analysts
Incorporated, a wholly owned subsidiary of Fidelity Mutual Life
Insurance Company.

Item 11.  Executive Compensation

     During 1997, Registrant was not required to and did not pay
remuneration to any executives, partners of the general partner or
any affiliates, except as set forth in Item 13 of this report,
"Certain Relationships and Related Transactions."

     The general partner does participate in the profits, losses
and distributions of the Registrant as set forth in the Partnership
Agreement.

Item 12.  Security Ownership of Certain Beneficial Owners and
Management As of February 28, 1998 no person or "group" (as that
term is used in Section 13(d) (3) of the Securities Exchange Act of
1934) was known by the Registrant to beneficially own more than
five percent of the Units of Registrant.

     As of the above date, the Registrant knew of no officers or
directors of 222 Partners, Inc. that beneficially owned any of the
units of the Registrant.

     There are no arrangements known by the Registrant, the
operation of which may, at a subsequent date, result in a change in
control of the Registrant.

Item 13.  Certain Relationships and Related Transactions

     No affiliated entities have, for the year ending December 31,
1997, earned or received compensation services from the Registrant
in excess of $60,000 except for the real estate commissions earned
by Landmark Realty Services Corporation of $443,315.

     For more information regarding this commission and a listing
of miscellaneous transactions with affiliates refer to Note 4 of
the Notes to Financial Statements in Item 8.


                                PART IV

Item 14. Exhibits, Financial Statement Schedules and Reports on
Form 8-K

(a)     (1) Financial Statements
            See Financial Statements Index in Item 8. hereof.

        (2) Financial Statement Schedule
            See Financial Statement Schedule Index following.

        (3) Exhibits

           3.1   Amended and Restated Certificate and Agreement of
                 Limited Partnership, incorporated by reference to
                 Exhibit A to the Prospectus of Registrant dated
                 May 21, 1990 filed pursuant to Rule 424(b) of the
                 Securities and Exchange Commission.

           22    Subsidiaries - Registrant has no subsidiaries.

           27    Financial Data Schedule

  (b)   No reports on Form 8-K have been filed the last quarter of
1997.



Financial Statement Schedule Filed Pursuant to Item 14(a)(2):


                          COOL SPRINGS, L.P.
                  ( A Tennessee Limited Partnership)

                        ADDITIONAL INFORMATION
                          FOR THE YEARS ENDED
                           DECEMBER 31, 1997

                                 INDEX

Additional financial information furnished
pursuant to the requirement of Form 10-K:

Financial Statement Schedule -

Independent Auditors' Report                          S-1

Schedule III - Real Estate and Accumulated
Depreciation                                          S-2

All other Schedules have been omitted because they are
inapplicable, not required or the information is included in the
Financial Statements or notes thereto.




                     Independent Auditors' Report

The Partners
Cool Springs, L.P.:

Under date of January 30, 1998.  We reported on the balance sheets
of Cool Springs, L.P. as of December 31, 1997 and 1996, and the
related statements of operations, partners' equity, and cash flows
for each of the years in the three-year period ended December 31,
1997.  These financial statements and our report thereon are
included elsewhere herein.  In connection with our audits of the
aforementioned financial statements, we have also audited the
related financial statement schedule as listed in the accompanying
index.  This financial statement schedule is the responsibility of
the Partnership's management.  Our responsibility is to express an
opinion on this financial statement schedule based on our audits.

In our opinion, such financial statement schedule, when considered
in relation to the basic financial statements taken as a whole,
presents fairly, in all material respects, the information set
forth herein.

As discussed in Note 1, the Partnership adopted the provisions of
Statement of Financial Accounting Standards (SFAS) No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-
Lived Assets to be Disposed Of" on January 1, 1996.





                                     KPMG PEAT MARWICK LLP

Nashville, Tennessee
January 30, 1998.

                               S-1


</TABLE>
<TABLE>

                                                     COOL SPRINGS, L.P.
                                                   (A Limited Partnership)

                                                        Schedule III

                                          Real Estate and Accumulated Depreciation
<CAPTION>
                             Initial Cost to      Cost capitalized      Gross amount at
                                Partnership          subsequent          which carried
                                                   to acquisition     at close of period


Description         Encum-     Land    Building  Improve-  Carrying    Land    Building    Total      Accumu-     Date of Date
                    brances          and improve- ments     costs            and improve-            lated de-   construc-
                             acquired   ments                                   ments               preciation    tion
<S>________         <C>____    <C>__   <C>_____  <C>_____  <C>_____    <C>_    <C>_____    <C>__      <C>____     <C>____<C>_

1 acre of land
in Williamson Co., TN  -    $  271,427     -      128,573      -       271,427  128,573    400,000       -         6/96

*Assets scheduled above represent land and non-depreciable land improvements, therefore accumulated depreciation and depreciable
lives are not applicable.

                                    1997          1996       1995

(1)  Balance at beginning
      of  period                 $6,750,244     7,216,339 7,214,050
     Land improvements            1,735,184       941,248     2,289        -
     Cost of land sold            8,085,428    (1,407,343)        -
     Balance at end of period       400,000     6,750,244 7,216,339

(2)  Aggregate cost for Federal
      income tax purposes         $ 402,283     6,562,566 7,216,339
</TABLE>
                           S-2

<PAGE>
                              SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                   COOL SPRINGS, L.P.
                                   By:  222 C.S., L.P.
                                        General Partner

DATE:  March 31, 1998              By:  /s/ Steven D. Ezell
                                        General Partner

DATE:  March 31, 1998              By:  /s/ Michael A. Hartley
                                        General Partner

                                   By:  222 Partners, Inc.
                                        General Partner

DATE:  March 31, 1998                   By:  /s/ Michael A. Hartley
                                        Secretary/Treasurer

     Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on
behalf of the Registrant and in the capacities and on the dates
indicated.

                                   COOL SPRINGS, L.P.
                                   By:  222 C.S., L.P.
                                        General Partner

DATE:  March 31, 1998              By:  /s/ Steven D. Ezell
                                        General Partner

DATE:  March 31, 1998              By:  /s/ Michael A. Hartley
                                        General Partner

                                   By:  222 Partners, Inc.
                                        General Partner

DATE:  March 27, 1998                   By:  /s/ Michael A. Hartley
                                        Secretary/Treasurer

     Supplement Information to be Furnished with Reports filed Pursuant to
Section 15(d) of the Act by Registrant Which Have Not Registered Securities
Pursuant to Section 12 of the Act:

     No annual report or proxy material has been sent to security
holders.

<PAGE>
                   Exhibits filed to Item 14(a)(3):

                          COOL SPRINGS, L.P.
                   (A Tennessee Limited Partnership)

                             Exhibit Index

Exhibit

     3    Amended and Restated Certificate and Agreement of Limited
          Partnership, incorporated by reference to Exhibit A to      the
Prospectus of Registrant dated May 21, 1990 filed           pursuant to Rule
424(b) of the Securities and Exchange        Commission.

     22   Subsidiaries - Registrant has no subsidiaries.

     27   Financial Data Schedule